Contract analysis

I. Documents Reviewed In connection with the rendering of this letter, we have reviewed the following documents: (a) The Final Offering Memorandum dated June 18, 2024, relating to the offer and sale of the Notes (together with all annexes and exhibits thereto, the "Offering Memorandum"), as used in connection with the offer and sale of the Notes in transactions exempt from the registration requirements of the Securit

II. Participation in the Preparation of the Offering Memorandum In our capacity as counsel to the Company, attorneys in this firm participated in the preparation of the Offering Memorandum. In that connection, our participation included, among other things: (a) Drafting and reviewing the following sections of the Offering Memorandum: "Description of Notes," "Description of Other Indebtedness," "Certain U.S. Federal I

III. Limitations and Qualifications The statements set forth in this letter are subject to the following limitations, qualifications, and exclusions, each of which is material to the conclusions expressed herein: (a) Financial Statements, Financial Data, and Accounting Matters. We are not expressing any belief, view, or opinion with respect to the financial statements (whether audited or unaudited), financial schedul

IV. Negative Assurance Statement Subject to, and based upon, the foregoing (including, without limitation, the limitations, qualifications, and exclusions set forth in Section III above), and in reliance upon the accuracy and completeness of the information furnished to us by the Company and its officers and representatives, and on the basis of our participation in the preparation of the Offering Memorandum, the conf

V. Beneficiary and Reliance Limitations This letter is furnished solely for the benefit of the Initial Purchasers, in their capacity as such, in connection with the offering of the Notes described herein. This letter may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. Without limiting the foregoing, this letter may not be reli

VI. Governing Law This letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law). We are pleased to have been of service to you in connection with this transaction and are available to discuss any questions you may have regarding this let